Reborn Coffee, Inc.

Company snapshot

• Jurisdiction and evolution: Incorporated in Florida in January 2018; migrated to Delaware in July 2022 with the same capitalization. Completed an IPO in August 2022 and trades on the Nasdaq Capital Market under the ticker REBN.
• Public company status: Reporting company with ongoing financing activity, including debt and equity facilities, forbearance agreements, and convertible instruments.

Corporate history and structure

• Subsidiaries and ownership:
  • Reborn Holdings, Inc. (California corporation, formed November 2014) — wholly owned by Reborn Coffee.
    • Reborn Korea, Inc. (Daejeon, South Korea), formed October 2023 — wholly owned by Reborn Holdings.
    • Reborn Malaysia, Inc. (Kuala Lumpur), formed October 2023 — majority-owned by Reborn Holdings.
  • Reborn Coffee Franchise, LLC (California, formed December 2020) — franchisor developing the “Reborn Coffee System” (no franchisees as of December 31, 2025).
  • Reborn Realty, LLC (California, formed March 2023) — owner of 596 Apollo Street, Brea, CA.
  • Reborn Logistics, Inc. (California corporation, formed September 2025) — Reborn holds a 51% interest.
• Notable corporate actions:
  • IPO completed August 2022; common stock listed on Nasdaq.
  • Reverse 1-for-8 stock split effective January 2024; trading on a reverse-split-adjusted basis began January 22, 2024.
  • As of December 31, 2025, all ten locations were company-owned.

Business activities

• Core model:
  • Operates company-owned retail cafés and kiosks focused on specialty coffee (“Fourth Wave” positioning).
  • Wholesale distribution from California and through subsidiaries to hotels, offices, and hospitality groups (B2B), plus direct-to-consumer sales via online channels and third-party retailers (e.g., Amazon).
• Products and services:
  • Coffee roasting and in-store beverage program (espresso, pour over, etc.).
  • Reborn Wash Process: magnetized water-based washing and hydration steps for green beans; magnetized water is used at multiple stages, including cold brew production.
  • Proprietary cold brew percolation technique using magnetized water.
  • Packaged products: whole bean coffee, single-serve drip bags, pour over packs, cold brew concentrates.
  • Complementary tea and bakery offerings.
• Sourcing and supply:
  • Sources green coffee from Mexico, Ethiopia, Colombia, Guatemala, Brazil, and Honduras, working with third-party importers/exporters.
• Brand and experience:
  • Branding themes include “Introducing the Fourth Wave” and “America’s Best Cold Brew,” plus a Tea and Bakery concept.
  • Emphasis on store design and on-the-go products (e.g., Pour Over Packs).
• Growth strategies:
  • Expand company-operated locations and pursue franchising (sales anticipated in 2026) to grow beyond California domestically and internationally.
  • B2B growth via hotel partnerships and corporate gifting; DTC expansion via reborncoffee.com, Amazon, and other online retailers; ongoing discussions with grocery chains and distributors.
  • Planned training school in 2026 for baristas, prospective franchisees, and coffee connoisseurs.

Geography and stores (as of December 31, 2025)

• 9 corporate-owned retail locations in California.
• 1 location in Malaysia.
• All locations company-operated; no franchisees in operation at year-end 2025.

Financial highlights

• Net income (loss):
  • 2025: net loss of $8.9 million.
  • 2024: net loss of $4.8 million.
• Accumulated deficit: $30.7 million as of December 31, 2025.
• Financing and liquidity actions:
  • October 2025: Securities Subscription Agreement for aggregate proceeds of $6.5 million (multi-tranche funding).
  • February 2025: Debenture Purchase Agreement providing up to $10 million in four tranches of 10% original-issue-discount secured convertible debentures; four closings completed totaling $4,166,665 principal (sold for $3,750,000) with 1,041,667 Debenture Warrants issued.
  • March 31, 2026: Additional 250,000 common stock purchase warrants issued to the Debenture Investor (exercise price $2.00) in exchange for waiver/forbearance.
  • March–April 2026: Forbearance and Amended Forbearance agreements with convertible debenture holders (Arena Investors) establishing a structured repayment through September 30, 2026; ongoing debt restructuring.
  • Equity line of credit (ELOC) facility with Arena allowing up to $50 million in equity financing; no draws as of the report date. ELOC Purchase Agreement contemplates up to $50 million of common stock subject to an effective registration statement.
• Public market and ownership considerations:
  • Delaware corporation with charter provisions that include forum-selection and other anti-takeover provisions.
  • No cash dividend expected in the foreseeable future; retained earnings will be applied to growth.
  • Reverse stock split has had an effect on market liquidity; future equity and equity-linked financings pose dilution risk.

Intellectual property and technology

• IP protection: Trademarks, trade names, and service marks registered or applied for in the U.S. and abroad; ongoing management and enforcement of these rights.
• Data and cybersecurity: Information security program overseen by a board committee; reliance on third-party systems (e.g., Square, Xero) and exposure to standard cyber and data privacy risks.

People and culture

• People-first culture with emphasis on training. Training school planned for 2026 to support barista training, franchise education, and customer education.
• Labor and staffing are material cost and growth considerations; the company recognizes potential unionization risk.

Operating constraints and risks

• Concentration of U.S. operations in California exposes the company to state regulatory, labor, and demographic factors.
• Dependence on third-party suppliers and exposure to commodity price volatility (coffee, dairy, milk alternatives, packaging).
• Sizable debt obligations and ongoing financing needs, with reliance on equity financings and credit facilities.
• Regulatory and compliance requirements across food and beverage, privacy/data protection, and franchise laws.

Summary

Reborn Coffee is a Delaware-based holding company with California origins operating ten company-owned locations (9 in California, 1 in Malaysia) at year-end 2025. The company combines retail cafés, wholesale distribution, packaged products, and planned franchising, with product differentiation anchored in a magnetized-water wash process and proprietary cold brew techniques. Recent years show operating losses and a $30.7 million accumulated deficit, and the company is managing multiple debt and equity arrangements to support operations and planned expansion, including a training program and broader DTC and B2B distribution channels.